Consulting Agreement
This Agreement, effective as of September 27, 2000, is between Dr. Ross P.
Holmes ("Consultant") and Ixion Biotechnology, Inc., a Delaware corporation, of
13709 Progress Blvd, Box 13, Alachua, FL ("Ixion").
Consultant and Ixion desire to enter into this Agreement whereby Consultant
will provide services to Ixion as a member of Ixion's Scientific Advisory Board
according to the following provisions.
1. Purpose. Consultant shall provide professional services as a member of
Ixion's Scientific Advisory Board in accordance with the requirements and
direction of Ixion. This Agreement does not relate to services as a PI or co-PI,
if any, which may be performed by Consultant pursuant to any research sponsored
by Ixion.
2. Fees. In consideration of the professional services to be rendered
hereunder, Ixion will pay Consultant fees including five thousand shares of
Ixion common stock, pursuant to the company's Board Retainer Plan, upon election
to the Scientific Advisory Board, vesting at the rate of 1,250 shares per
quarter. Thereafter, and for so long as Consultant remains a member of the
Scientific Advisory Board, Ixion will pay fees pursuant to the Board Retainer
Plan (presently 1,000 shares per year) and the Stock Option Plan (presently
options for 2,500 shares per year), as determined by the Audit and Benefits
Committee of Company's Board of Directors from time to time.
Consultant agrees to provide professional services including the following:
(1) participation at a minimum of one and maximum of three meetings per year
(if such meeting are scheduled by Company); (2) review and discussion of Ixion's
progress in research and development; (3) occasional telephone contact as
required by Ixion for timely expert input.
In addition to the foregoing, Ixion shall pay consultant a fee of $900 per
month for an initial period of 15 months from the date of this agreement, for
which Consultant will monitor and update the section of Ixion's web site
entitled "Oxalate Content of Food," and will answer a reasonable number of
questions posed by web site users regarding the Oxalate Content of Food.
Consultant shall review the web site page at least twice monthly, and shall post
updated information thereon as soon as practical after it become available.
3. Expenses. Travel expenses or other expenses incurred on behalf of Ixion by
the Consultant shall be reimbursed separately and is in addition to the
consulting fee.
4. Term. The term of this Consulting Agreement shall extend from the date
hereof to April 30, 2001, and will be renewed annually for successive one year
terms, without further notice or action, unless terminated by either party.
5. Termination. Either party shall have the right to terminate this Agreement
for any reason upon 30 days written notice to the other. Consultant shall return
any unvested Ixion common stock within 30 days of the termination date.
6. Items Surviving Termination. In the event this Agreement is terminated, for
any reason whatsoever, Consultant's obligation herein with respect to
confidential information, conflict of interest, and inventions, improvements, or
ideas as set forth in this Agreement shall survive termination.
7. Not Employee. Consultant shall in no sense be considered an employee on
Ixion nor shall Consultant be entitled to or be eligible to participate in
benefits or privileges given or extended by; Ixion to its employees other than
expressly provided for herein. Consultant will be responsible for compliance
with his or her employer's conflict of interest, disclosure, and alternative
disclosure policies. Ixion acknowledges that Consultant's primary obligation is
to Wake Forest University School of Medicine (WFUSM). It is the intent of the
parties that efforts and specific responsibilities under this Agreement be
separate and distinct from those duties performed for WFUSM. In the event of any
conflict between this Agreement and any terms of employment between the
Consultant and WFUSM, including work responsibilities and ownership of any
resulting intellectual property, the terms and conditions of the Consultant's
employment with WFUSM will take precedence unless specific written arrangements
have been made in advance between Ixion and WFUSM.
8. Confidential Information. Any Confidential Information acquired by
Consultant is covered by a separate Scientific Advisor's Confidentiality
Agreement, the provisions of which shall survive termination of this Agreement.
9. Inventions. Any inventions, improvements, or ideas made or conceived by
Consultant in connection with and during the performance of services hereunder
and for six months thereafter related to the business of Ixion, shall be the
sole property of Ixion and shall be reported to Ixon promptly. To the extent
that Consultant also serves as a PI or co-PI under research grants sponsored or
co-sponsored by Ixion, the intellectual property arising therefrom shall be
subject to the prior claims, if any, of Consultant's employer. Wake Forest
University School of Medicine and to the provisions of any cooperative research
and development agreement between Ixion and said employer.
10. Patent Assistance. Consultant, without charge to Ixion, shall execute,
acknowledge and deliver to Ixion all such papers and documents including
applications for patent, as may be necessary to enable Ixion to publish or
protect said inventions, improvements, or ideas, by patent or otherwise in any
and all countries, and to vest title to said patents, inventions, improvements
and ideas to Ixion, its successors or assigns. Consultant shall render all such
assistance as Ixion may require in any Patent and Trademark Office proceeding or
litigation in Federal or State Courts involving said inventions, improvements or
ideas, and shall be reimbursed for reasonable expenses incurred in connection
therewith.
11. Severability. If any provision hereof is held invalid or unenforceable by a
court of competent jurisdiction, it shall be considered severed from this
Agreement and shall not serve to invalidate the remaining provisions thereof.
12. Florida Law. This Agreement shall be construed, and the legal relations
between Consultant and Ixion determined, in accordance with the laws of the
State of Florida, without regard to the choice of law provisions of Florida law.
13. Publicity. Consultant shall not originate any publicity, news release, or
other public announcement, written or oral, whether to the public, press or
otherwise, relating to this Agreement, to any amendment hereto, or to any
performance hereunder, without the prior written approval of Ixion.
14. Entire Agreement. This Agreement constitutes the entire agreement between
the parties. It may not be modified, amended or assigned except by written
agreement signed by both parties. Headings are for convenience only.
IN WITNESS WHEREOF, Ixion and consultant have executed duplicate originals of
this Agreement as of the date and year first written above.
Ixion Biotechnology, Inc. Consultant
/s/ Weaver H. Gaines /s/ Ross P. Holmes
By:______________________ ______________________
Weaver H. Gaines Ross P. Holmes, Ph.D.
Chairman and Chief Executive Officer.